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General Terms and Conditions of company NIARA s.r.o. providing rework-services and related activities in Automotive sector

  1. Generally
    1.1 These General Terms and Conditions (GTC) govern the provision of services by NIARA s.r.o., registered in the Commercial Register at the Regional
    Court in Ostrava, Section C, 7454, Company ID: 61972835, Tax ID: CZ61972835 and registered at 28 October 68/165, Mariánské Hory, 709 00 Ostrava
    1.2 Services in accordance with these General Terms and Conditions may be provided solely on a contractual basis. Arrangements that deviate from these
    conditions must be confirmed in writing by both parties.
    1.3 The service provision agreement shall enter into force on the date fixed in its text and shall be valid for an agreed period or for an indefinite period of
    time with a notice period further defined.
    1.4 The terms and conditions not mentioned in these GBCs are governed by the legal regulations of the Czech Republic, in particular, the relevant
    provisions of Act No. 89/2012 Coll.
  2. Definitions of terms
    2.1 The service provider is Niara s.r.o., hereinafter referred to as the “Provider”.
    2.2 The Customer is the entity having a Service Agreement with the Provider. For the purposes of the Service Contract, under these conditions, the term
    “user” may also be used.
    2.3 The term “Contract” means a set of terms agreed by the parties with the intention to perform a service/work. The content of the contract is defined
    primarily by the definition of subject and scope of performance, compliance with the term of performance and the cost of providing the service.
    2.4 Binding Order is a written reaction by the Customer to the Provider’s offer, in case that Provider considers that he is able to carry out the service
    desired by Customer
    2.5 The Offer is a summary of the technical, organizational and price data linked to execution of the service requested by the Customer.
    2.6 Proposal is a set of commercial, technical and complementary contractual partner data needed for a future contractual relationship.
    2.7 Subcontractor is an entity providing sub-supply to the Provider if necessary for the comprehensive provision of the service.
  3. Service Providing
    3.1 The Provider is able to provide services for external entities within the scope of
    3.1.1 Visual inspection and sorting work on industrial parts, sub-groups, groups or assemblies to define specific performance characteristics or features
    3.1.2 Verification of functional properties of parts incl. measurement of force quantities, resp. moments and/or electrical values according to Customer’s
    3.1.3 Correction, modification and machining of parts with deviations from specifications
    3.1.4 Cleaning, conservation, packaging/repackaging of parts according to customer’s requirements
    3.1.5 Providing personnel capacities at the workplace of Customer’s activities as above (3.1.1 ÷ 3.1.4), incl. machine operators of production lines
    3.1.6 Measurement of parts and assemblies by the 3D-device, measurement deviation analysis, sampling of parts in accordance with PPAP process
    3.1.7 Resident Engineering Services as per Customers’ Requirements
    3.1.8 Processing of documentation focused on characteristics, values and quantities for the whole range of services performed, archiving of documents
    according to the type and nature of the part according to ISO / IAFT / VDA standards, according to customer requirements
    3.1.9 Logistic operations associated with the transport of material/goods inherent to the above-mentioned scope
  4. Establishment and change of contractual relationship
    4.1 The proposal for the conclusion of a contractual relationship may be submitted by both sides, Customer and Provider based on terms respecting the
    provisions of these GTC.
    4.2 The proposal is always submitted in writing to the Provider’s contact point, if it is submitted by the Provider to the Customer, the contact place is an
    interface-person between prospective parties. It is excluded to substitute the Customer by third party.
    4.3 The Provider is permitted to reject the Proposal in particular in case when:
    4.3.1 The customer has provided incorrect or inaccurate identification data
    4.3.2 In case of previous business, the Customer has lately paid or has consistently failed to pay for the services provided by the Provider or has not paid
    for the previous services of the Provider.
    4.3.3 Customer has refused to accede to the provisions of these GTC.
    4.3.4 The customer entered into liquidation, a forced administration was declared, the bankruptcy was declared by the court, the insolvency petition for lack
    of property was dismissed or the decision to sell the property was ordered.
    4.3.5 Providing of services is not possible for technical, commercial, administrative or organizational reasons on the Provider’s side.
    4.4 Reasons for refusal shall be communicated by the Provider to Customer no later than 10 days after submission of the proposal.
    4.5 The contractual relationship comes in force by the date of Contract signing by both parties. If the signing date is not the same for both parties, then this
    moment arises upon delivery of the accepted contractual terms to the other party.
    4.6 Any changes to a contractual relationship shall be made only in writing, in the form of successively numbered amendments to the Contract, agreed by
    both parties.
  5. Rights and Obligations of the Provider
    5.1 The Provider is obliged to provide services in such a way that the Customer’s requirements are met in accordance with the concluded Contract, these
    GTC and the Technical Specification, if necessary.
    5.2 The Provider is obliged to inform the Customer in an appropriate manner about changes in prices and price terms for the services provided, at least 14
    days before the changes become effective.
    5.3 the Customer agrees that the Provider is entitled to legally verify the Customer’s credibility and solvency and his ability to carry out its contractual
  6. Customer’s rights and obligations
    6.1 The Customer has the right, within the framework of the concluded Contract, to require the Provider to provide specific services in the scope and
    manner corresponding to these GTC.
    6.2 Customer uses the services only in a way that complies with these GTC, the procedures and processes that the Provider normally provides and which
    are part of the Provider’s Offer.
    6.3 The Customer is obliged to pay the price for the provided services at the amount valid at the time of ordering the service and according to due date. In
    case that Customer due delays, the Provider is entitled to apply the measures in accordance with the provisions of these GTC (e.g. interest on delay,
    contractual fine, service constraint, termination of Contract).
    6.4 Customer undertakes to ensure proper and effective cooperation with the Provider in the phase of preparation, implementation and fulfilment of all the
    parts necessary for the provision of the service according to its order.
  7. Price and Payment Terms
    7.1 The price for the services provided under the contractual relationship between the Provider and the Customer shall be determined by agreement of both
    Contracting Parties. The source for the price adjustment is the processing of the offer, where the Provider will assess the technical demands of the enquiry,
    calculate the own costs, complete the qualitative, organizational, logistic and other aspects (see Article 7.4) of the implementation resulting from the enquiry
    in order to provide the Customer with the fulfilment of its request.
    7.2 The Provider shall provide, in an agreed form (personal negotiation, e-mail, letter, etc.), a binding offer to the Customer, who undertakes to inform the
    Provider about his/her consenting or contradictory opinion on the price and method of securing the required service within a reasonable time.
    7.3 Unless otherwise stated, the price includes the costs of packing, transportation, insurance, customs, fees, including local fees, without any limitations.
    7.4 In case of a price increase for the services provided, it is the Provider’s duty to duly justify the Customer’s price variation.
    7.5 The Provider has the right to issue an invoice for the provided service to the Customer, the main impact on invoicing takes the scheduling and the
    course of the provided service.
    7.6 In case of a short-term contract, the invoice is issued on a one-off basis after conclusion of the service-work.
    7.7 In the case of long-term contracts, the Provider has the right to invoice in stages, according to the conditions that the Customer will specify in the order
    with reference to the Provider’s offer.
    7.8 The due date of the invoices issued by the Provider towards the Customer is 30 days from the date of issue.
    7.9 In case that the Customer notifies the finding of contradictions in the data or confusion in the invoices issued by Provider, he shall be obliged to pass on
    his/her statement without delay, in a documented manner, no later than 10 days before the invoice is due to the Provider back. If the Customer fails to
    comply with this procedure, the Provider has the right to apply the provisions of Article 10.4 of these GBCs.
  8. Complaints
    8.1 The Customer has the right to claim the service provided, without undue delay, in writing, at the Provider’s contact address.
    8.2 The Provider shall without undue delay consider the Customer’s claim and, if the accuracy of the fault is confirmed, shall issue the 8D – Report
    according to common standard.
    8.3 Implications of the impact of the claim on the scheduling, costs and remediation of potential damage and/or losses, replacement of the supply of parts
    and other possible aspects, shall be settled among Provider and Customer through a separate process of settlement of mutual obligations according to the
    nature and parameters of each individual case.
  9. Service Warranty
    9.1 The Provider takes a guarantee for the provided service-work for a period of 24 months from the date of the delivery of the subject matter to the
    9.2 This warranty applies only on the service-work provided by the Provider and does not apply to the materials, drawings, samples, tools and gauges
    provided by the Customer.
    9.3 Similarly, the Provider’s guarantee does not apply to cases where the use of processes, controls, mechanisms or methods prescribed or recommended
    by the Customer in its order or specification will cause defects, performance outages or damages.
  10. Termination of the Agreement
    10.1 The contractual relationship ends with the resignation of one of the Contracting Parties from the Agreement, by expiry of the agreed time, the
    termination of the legal entity, by withdrawal and/or agreement of both parties.
    10.2 The fact of termination of the Agreement does not relieve the Customer of the obligation to pay to the Provider the price for the service-work or the
    liability to cover any damages incurred during performance of the Contract on the Provider’s personnel, facilities and/or property.
    10.3 The parties may terminate the Contract by termination, with notice period of 2 months beginning to run on first day of the month following the delivery
    of termination to the other Party.
    10.4 Any Contracting Party may withdraw from a contractual relationship in case of a gross breach of contractual obligations by the other Contracting Party.
    Withdrawal shall take effect on the date of its delivery to the other Contracting Party.
    10.5 Termination or withdrawal of a contractual relationship shall be delivered to the other Contracting Party in writing.
  11. Liability for Damage and its Compensation
    11.1 The Provider is responsible for damages caused by the provisions of these General Terms and Conditions and according to generally applicable legal
    regulations. The Provider is not responsible for damages resulting from force majeure.
    11.2 The Customer undertakes to indemnify the service Provider in the case of damage and/or personal injury to the persons organizationally associated
    with the Provider’s activities, as well as property, equipment, technical equipment or immovable property of Provider used for execution of the service-work
    for him under the concluded Contract.
    11.3 If the Customer refuses, upon request of the Provider, the application of Article 11.2, the Customer shall be obliged to prove that the above damages
    and/or injuries has being occurred due to negligence, misconduct, a gross violation of the legal regulations or these GTC on the Provider’s side.
  12. Applied Law and Dispute Settlement
    12.1 The application of these GBCs is governed by the law of the Czech Republic.
    12.2 The solution and the final decision of the unsuccessful disputes between the Provider and the Customer during performance of contractual relations,
    the application of these GBCs or other collision situations shall be conducted by the Arbitration Court at the Chamber of Commerce of the Czech Republic
    and the Agrarian Chamber of the Czech Republic, according to its order, by three arbitrators.
  13. Privacy Policy
    13.1 The Provider undertakes to process Customer’s personal data in accordance with EU Regulation No. 2016/679 (the “GDPR”) and the legislation of the
    Czech Republic.
    13.2 The Customer has the right to require from the Provider access to his or her personal data pursuant to Article 15 of the GDPR, the correction of
    personal data under Article 16 of the GDPR, or the restriction of processing under Article 18 GDPR. He also has the right to delete personal data pursuant
    to Article 17 (1) (a) and (c) to (f) of the GDPR. He is also entitled to object to the processing under Article 21 GDPR and the right to data portability pursuant
    to Article 20 GDPR.
  14. Common, Transitional and Final Provisions
    14.1 The Provider is entitled to amend and modify the GTC in case of a change in the technical, operating, business or organizational conditions on the
    Provider’s part and/or when amendment of generally binding legal regulations occurs.
    14.2 These GTC become valid and effective on 01.01.2019 and will expire upon the entry into force of the later version of GTC.
    14.3 These GTC become binding on the Provider and the Customer by their signature.